Agreement Letter



 EXHIBIT 10(III)A(3) 
  
 June 24, 2004 
  
 Mr. John K. Morgan 
 1074 Robin Lane 
 Atlanta, GA 30306 
  
 Dear John: 
  
 This letter agreement
(“Agreement”) sets forth the terms and conditions of your employment with Acuity Brands, Inc. (“Acuity” or the “Company”) and your promotion to President and Chief Development Officer of Acuity, effective January 20,
2004 (“Effective Date”). After you have reviewed the terms and conditions of this letter, please sign below to signify your acceptance. 
  
 1. Title and Responsibilities. Effective as of the Effective Date, you (hereinafter “Executive”) will serve as President and Chief Development Officer of
Acuity and will report to Vernon J. Nagel, as Vice Chairman currently and as Chief Executive Officer as of September 1, 2004. Executive shall have such duties, responsibilities, and authority as are commensurate with such positions, as established
by corporate law or Acuity’s governance documents or delegated to him from time to time by the Chief Executive Officer and the Board. Executive accepts the duties described above and agrees to render his services for the term of this Agreement.

  
 2. Term. This Agreement shall commence as of the Effective Date and
continue in effect until either party gives notice to the other of termination (the period of this Agreement is hereinafter referred to as the “term of this Agreement”). Either party may terminate this Agreement for any reason and at any
time with or without cause and with or without advance notice, subject to Executive’s and Acuity’s rights under any severance agreement relating to Executive’s termination of employment. 
  
 3. Extent of Services. Executive agrees that during the term of this Agreement he will
devote his full working time and requisite energy and skill to the diligent performance of Executive’s duties. With the consent of the Board, Executive may serve on the board of directors or board of trustees of other companies or institutions,
provided, however, that approval of the Board shall be required as set forth in Acuity’s Corporate Governance Guidelines, as they may be revised from time to time 







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 4. Consideration. As consideration for the services performed by
Executive pursuant to this Agreement and the restrictive covenants in Paragraph 5, Acuity will compensate Executive during the term of this Agreement as follows: 
  
 4.1 Base Salary. Commencing on the Effective Date, Executive will be entitled to an annual base salary of $425,000,
subject to periodic review and change by the Compensation Committee. Executive’s base salary will be payable in accordance with Acuity’s regular payroll practices for executives as in effect from time to time. 
  
 4.2 Benefits. Executive will be entitled to participate in all
employee benefit plans and perquisites of Acuity in effect from time to time (including health, life, disability, dental, and retirement plans) in which executive officers of Acuity are entitled to participate. 
  
 4.3 Annual Incentive. Executive will be eligible for an annual
incentive payment in accordance with the Management Compensation and Incentive Plan (the “Incentive Plan”) and the Plan Rules thereunder in effect for each year. Pursuant to current Plan Rules: (a) the amount of the incentive payment is
determined by Acuity’s overall financial performance and Executive’s individual performance and (b) Executive’s target bonus will be 50% of base salary for the fiscal year ending August 31, 2004. Executive’s target bonus for
future years will be determined by the Board. The Incentive Plan and the Plan Rules thereunder may be modified at any time in Acuity’s sole discretion, subject to any applicable shareholder approval requirements. 
  
 4.4 Restricted Stock. On the Effective Date, Acuity granted Executive
20,000 shares of Restricted Stock which will vest in full upon the fourth anniversary of the date of grant. This Restricted Stock grant is subject to the additional terms and conditions set forth in a separate Restricted Stock Award Agreement, which
is consistent with the agreements for other executive officers except as otherwise provided herein. 
  
 4.5 Severance Agreement. Executive’s Severance Agreement with Acuity, dated as of June 25, 2003 (“Severance Agreement”), will be
amended and restated to provide the following with respect to payments and benefits in the event that Executive’s employment is involuntarily terminated by Acuity without Cause or is terminated by Executive for Good Reason (both as defined in
such agreement): (i) the Severance Period will be 24 months; (ii) unvested Stock Options will continue to vest during the Severance Period; (iii) Stock Options vested as of Executive’s termination date and Stock Options that vest during the
Severance Period will remain exercisable for the shorter of the remaining exercise term or the length of the Severance Period; (iv) Restricted Stock that is not performance-based will be subject to accelerated vesting and will vest during the
Severance Period on a monthly pro rata basis determined from the date of grant to the end of the Severance Period; (v) 







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 performance-based Restricted Stock for which performance
targets are achieved and a Vesting Start Date is established prior to Executive’s termination date become fully vested and nonforfeitable as of the termination date and performance-based Restricted Stock for which performance targets are
achieved and a Vesting Start Date is established during the Severance Period will continue to vest during the Severance Period; (vi) the Matching and Supplemental Subaccounts under the Supplemental Deferred Savings Plan will become 100% vested and
nonforfeitable as of Executive’s termination date and will be distributed from the Plan at the end of the Severance Period; and (vii) credited service under the SERP (as defined below) will continue to accrue during the Severance Period.
Executive and Acuity will enter into an amended and restated Severance Agreement and such amendments to his outstanding Stock Options and Restricted Stock Agreements as may be necessary to reflect the changes in this Paragraph 4.5 
  
 4.6 Change in Control of Acuity. Executive will continue to be
covered by the Severance Protection Agreement, dated as of November 30, 2001, with Acuity. 
  
 4.7 Supplemental Retirement Benefits. Executive will continue to be covered by the Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan (“SERP”) and the Acuity Brands, Inc. Supplemental
Deferred Savings Plan. 
  
 4.8 Director and Officer
Insurance. During the term of the Agreement and for a period of three (3) years after Executive’s termination of employment, Executive shall be entitled to director and officer liability insurance coverage for his acts and omissions while
an officer or director of the Company on a basis no less favorable to Executive than the coverage provided to then current officers and directors. 
  
 4.9 Legal Expenses. Acuity shall promptly pay the reasonable legal fees and expenses incurred by Executive in connection with the negotiation and
execution of this Agreement, the Restricted Stock Award Agreement and the Amended and Restated Severance Agreement with Acuity of even date herewith. 
  
 5. Confidentiality, Non-Solicitation and Non-Competition. In consideration of the compensation and benefits provided pursuant to this Agreement, Executive agrees
that during the term of his employment by the Company and for the one year period following his termination of employment with the Company, Executive shall comply with the non-competition, non-recruitment and non-disclosure restrictions attached
hereto as Exhibits A, B and C respectively (the “Restrictive Covenants”), provided, that if Executive is terminated by the Company without Cause or Executive terminates his employment for Good Reason under circumstances that entitle
Executive to receive compensation and benefits under the Severance Agreement, the restrictive covenants in Section 5.1 of the Severance Agreement shall apply to Executive after termination of employment and not the Restrictive Covenants as defined
above. The Company and Executive recognize that Executive may experience 







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 periodic material changes in his job title and/or to the duties,
responsibilities or services that he is called upon to perform on the behalf of the Company. If Executive experiences such a material change, the parties shall, as soon as is practicable, enter into a signed, written addendum to Exhibit A hereto
reflecting such material change. Moreover, in the event of any material change in corporate organization (including, without limitation, spin-offs, split-offs, or public offerings of subsidiaries’ stock) on the part of the Direct Competitors
set forth in Exhibit A hereto, the parties agree to amend Exhibit A, as necessary, at the Company’s request, in order to reflect such change. Upon execution, any such written modification to Exhibit A shall represent an enforceable amendment to
this Agreement and shall augment and supplant the definitions of the terms Executive Services or Direct Competitor set forth in Exhibit A hereto, as applicable. 
  

6. Assignability. This Agreement is binding on Acuity and any successors of Acuity. Acuity may assign this Agreement and its rights under this Agreement in
whole or in part to any corporation or other entity with or into which Acuity may merge or consolidate or to which Acuity may transfer all or substantially all of its respective assets. Acuity will require any successor by merger or consolidation or
transferee of all or substantially all of its assets, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Acuity would be required to perform it if no such succession had taken place. 
  
 7. Amendment, Waiver. No provisions of this Agreement may be modified, waived or
discharged unless the waiver, modification or discharge is agreed to in writing signed by Executive and such officer or officers as may be specifically designated by the Board to sign on their behalf. No waiver by any party at any time of any breach
by any other party of, or compliance with, any condition or provision of this Agreement will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. 
  
 8. Governing Law. The validity, interpretation, construction and performance of this
Agreement will be governed by the laws of the United States where applicable and otherwise the substantive laws of the State of Georgia. 
  
 9. Construction of Agreement. It is the intent of the parties that if any covenant or other provision hereof is determined to be unenforceable in any part, that
portion of the Agreement will be severed or modified by the Court so as to permit enforcement of the Agreement to the extent reasonable. It is agreed by the parties that the obligations set forth herein will be considered to be independent of any
other obligations between the parties, and the existence of any other claim or defense will not affect the enforceability of this Agreement. Except as otherwise expressly provided herein, all of the consideration to be provided to Executive
hereunder shall be paid or otherwise provided on and in accordance with and subject to Acuity’s standard policies, practices, terms and conditions applicable from time to time under Acuity’s plans, programs, agreements and arrangements
relating to compensation and benefits of the type agreed to be provided, including without limitation the 







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 terms and conditions of Acuity’s standard forms of stock option or other
applicable executive compensation agreements. Without limiting the foregoing, any and all benefit plans or other plans, programs, agreements and arrangements may be modified, amended, replaced or terminated at Acuity’s sole discretion unless
otherwise expressly provided therein or herein. 
  

			
	 Sincerely,

	
	 ACUITY BRANDS, INC.

		
	 By:
	 	 /s/ James S. Balloun


	 	 	 James S. Balloun, Chairman
 And Chief Executive Officer










 June 24, 2004 
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 I, John K. Morgan, have thoroughly read the terms and conditions contained in
this letter pertaining to my employment by Acuity Brands, Inc. I fully agree to be bound by these terms and conditions, including the Restrictive Covenants set forth in Paragraph 5. 
  

			
	 /s/ John K. Morgan
	 	 June 29, 2004

	 John K. Morgan
	 	 Date